1.1. Background.
The Board of Trustees (the “Board”) of Brandywine Realty Trust (the “Company”)
has adopted, and the holders of the Company’s common shares of beneficial
interest (“Common Shares”) have approved, the Brandywine Realty Trust Amended
and Restated 1997 Long-Term Incentive Plan (as amended or supplemented from
time to time, the “Plan”). The Compensation Committee (the “Committee”) of the
Board has adopted this 2006 Long-Term Outperformance
Compensation Program (this “Program”) pursuant to its authority to administer
and make awards under the Plan. Under and subject to the terms and conditions
of this Program and the Plan, the Committee will grant awards (each, an
“Award”) to selected employees of the Company and its Subsidiaries (as defined
in the Plan). Payment, if any, on account of Awards will be made in Common
Shares. Each Award shall be evidenced by a written agreement (an “Award
Agreement”) between the Company and the employee to whom the Award is made.

1.2. Administration.
This Program and the Awards shall be administered by the Committee.

1.3. Definitions.
Capitalized terms used herein without definition shall have the meanings given
to those terms in the Plan. In addition, as used herein:

“Additional
Share Value” means (i) with respect to an Additional Share that is issued in an
underwritten public offering, the per share public offering price (computed
before reduction for any underwriting discounts or commissions) and (ii) with
respect to an Additional Share that is not issued in an underwritten public
offering, the Common Share Price as of the date of issuance of such Additional
Share.

“Additional
Shares” means the sum of Common
Shares and Units (other than Units issued to the Company) issued after the
Measurement Period Commencement Date and on or before the Measurement Period
Ending Date, but only if issued (a) in a capital raising transaction (whether
or not registered under the Securities Act), (b) in exchange for assets or (c)
in the acquisition of another entity, and excluding (i)
Common Shares issued upon exercise of share options awarded to employees or
trustees of the Company in exchange for services and (ii) Common shares awarded
to employees or trustees of the Company in exchange for services.

“Award” has the meaning set forth in Section 1.1.

“Award
Agreement” has the meaning set forth
in Section 1.1.

“Award
Percentage” means, with respect to a
Participant, the percentage of the Outperformance
Amount allocated to such Participant by the Committee.

“Award
Shares” has the meaning set forth in
Section 2.1.

“Award
Value” means, with respect to a
Participant, the Outperformance Amount multiplied by
such Participant’s Award Percentage.

“Common
Share Price” means, as of a
particular date, the average of the Fair Market Values of one Common Share for
the thirty (30) trading days ending on, and including, such date (or, if such
date is not a trading day, the most recent trading day immediately preceding
such date).

“Common
Shares” has the meaning set forth in
Section 1.1.

“Company” has the meaning set forth in Section 1.1.

“Dividend
Equivalent Payment” has the meaning
set forth in Section 2.1.

“Dividend
Value” means the aggregate amount of
dividends and distributions declared or paid by the Company on one Common Share
in the Measurement Period (excluding dividends and distributions, if any, paid
in the form of additional Common Shares). The Dividend Value shall be
calculated with respect to a Common Share that is outstanding during the
entirety of the Measurement Period.

“Employment
Agreement” means the employment
agreement, as the same may be amended or restated from time to time, between
the Company and Gerard H. Sweeney.

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“Fair
Market Value” has the meaning given
to it in the Plan.

“Fraction” means, as of a particular date, the number of whole
calendar months that have elapsed since the Measurement Period Commencement
Date divided by thirty six (36). For example, at December 15, 2006, the Fraction would be 4/36.

“GP
Shares Amount” has the meaning given
to it in the Partnership Agreement.

“Index
Return” means 100% of the Morgan
Stanley REIT Index’s total return (expressed as a percentage) during the
Measurement Period.

“Initial
Share Value” means the product of the
Initial Shares and the Starting Common Share Price.

“Initial
Shares” means the Total Shares less
the Additional Shares.

“Interim
Vesting Date” means the last day of a
three hundred sixty (360) consecutive calendar day period during which, on each
day in that period, the Outperformance Amount would
have equaled or exceeded $55,000,000 if each day in that period were the
Measurement Period Ending Date.

“Measurement
Period” means the period that
commences on (and that includes) the Measurement Period Commencement Date and
that ends on (and that includes) the Measurement Period Ending Date.

“Measurement
Period Commencement Date” means August 1, 2006.

“Measurement
Period Ending Date” means the
earliest of (a) July 31, 2009 and (b) the date upon which a Change of Control shall
occur.

“Outperformance Amount I” means the sum of (a) the Tier 1 Outperformance
Amount I and (b) the Tier 2 Outperformance Amount I,
but in no event shall the Outperformance Amount I
exceed $13,750,000 and the Outperformance Amount I
shall be zero if the Total Return does not exceed the Baseline Tier 1 Outperformance Amount I.

“Outperformance Amount II” means the sum of (a) the Tier 1 Outperformance
Amount II and (b) the Tier 2 Outperformance Amount
II, but in no event shall the Outperformance Amount II
exceed $41,250,000 and the Outperformance Amount II
shall be zero if the Total Return does not exceed the Baseline Tier 1 Outperformance Amount II.

“Outperformance Threshold I” means thirty percent (30%); provided that if the
Measurement Period Ending Date occurs prior to July 31, 2009 as a result of a
Change of Control, then the Outperformance Threshold
I shall equal thirty percent (30%) multiplied by the Fraction.

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“Outperformance Threshold II” means the greater of (i)
100% of the Index Return and (ii) twenty seven percent (27%); provided that if
the Measurement Period Ending Date occurs prior to July 31, 2009 as a result of
a Change of Control, then Outperformance Threshold II
means the greater of (a) 100% of the Index Return or (b) the product of (x)
twenty seven percent (27%) and (y) the Fraction.

“Participant”
means an employee of the Company or a
Subsidiary selected by the Committee to participate in the Plan.

“Partnership
Agreement” means the Amended and Restated
Agreement of Limited Partnership of the Operating Partnership, as amended from
time to time.

“Plan” has the meaning assigned to it in Section 1.1.

“Program” has the meaning set forth in Section 1.1.

“Redeemed
Shares” means the Common Shares
repurchased by the Company during the Measurement Period.

“Restricted
Share” has the meaning given to it in
the Plan.

“Securities
Act” means the Securities Act of
1933.

“Starting
Common Share Price” means $31.22.

“Subsidiary” has the meaning given to it in the Plan.

“Tier
1 Baseline Additional Share Value I”
means, for each Additional Share, the Additional Share Value multiplied by the Outperformance Threshold I, provided that for purposes of
this definition, the Outperformance Threshold I shall
be adjusted to take into account the number of days such Additional Share was
issued and outstanding during the Measurement Period by multiplying the Outperformance Threshold I by a fraction, the numerator of
which is the number of days during the Measurement Period that such Additional
Share was issued and outstanding and the denominator of which is the number of
days in the Measurement Period.

“Tier
1 Baseline Additional Share Value II”
means, for each Additional Share, the Additional Share Value multiplied by the Outperformance Threshold II, provided that for purposes of
this definition, the Outperformance Threshold II
shall be adjusted to take into account the number of days such Additional Share
was issued and outstanding during the Measurement Period by multiplying the Outperformance Threshold II by a fraction, the numerator of
which is the number of days during the Measurement Period that such Additional
Share was issued and outstanding and the denominator of which is the number of
days in the Measurement Period.

“Tier
1 Outperformance Amount I” means the product of (a) the difference, but not less
than zero, between (x) the Total Return and (y) the Baseline Tier
1 Outperformance Amount I and (b) five percent (5%).

“Tier
1 Outperformance Amount II” means the product of (a) the difference, but not less
than zero, between (x) the Total Return and (y) the Baseline Tier
1 Outperformance Amount II and (b) five percent (5%).

“Tier
2 Baseline Additional Share Value I”
means, for each Additional Share, the Additional Share Value multiplied by the
product of (a) the Outperformance Threshold I and (b)
1.2; provided that for purposes of this definition, the Outperformance
Threshold I shall be adjusted to take into account the number of days such
Additional Share was issued and outstanding during the Measurement Period by
multiplying the Outperformance Threshold I by a
fraction, the numerator of which is the number of days during the Measurement
Period that such Additional Share was issued and outstanding and the
denominator of which is the number of days in the Measurement Period.

“Tier
2 Baseline Additional Share Value II”
means, for each Additional Share, the Additional Share Value multiplied by the
greater of (a) the product of (x) Outperformance
Threshold I and (y) 1.2 and (b) Outperformance
Threshold II, provided that for purposes of this definition, the Outperformance Threshold I or Outperformance
Threshold II shall be adjusted to take into account the number of days such
Additional Share was issued and outstanding during the Measurement Period by
multiplying the Outperformance Threshold I or Outperformance Threshold II by a fraction, the numerator of
which is the number of days during the Measurement Period that such Additional
Share was issued and outstanding and the denominator of which is the number of
days in the Measurement Period.

“Tier
2 Outperformance Amount I” means the product of (a) the difference, but not below
zero, between (x) the Total Return and (y) the Baseline Tier 2 Outperformance Amount I and (b) three percent (3%).

“Tier
2 Outperformance Amount II” means the product of (a) the difference, but not below
zero, between (x) the Total Return and (y) the Baseline Tier 2 Outperformance Amount II and (b) three percent (3%).

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“Total
Return” means the sum of (a) the
product of (x) Total Shares and (y) the Common Share Price as of
the Measurement Period Ending Date, (b) the product of (x) the Initial
Shares and (y) the Dividend Value and (c) the total dividends and other
distributions declared on Additional Shares between the Measurement Period
Commencement Date and the Measurement Period Ending Date (excluding dividends
and distributions declared in the form of Common Shares and Units).

“Total
Shares” means the sum of (a) the
number of Common Shares outstanding on the Measurement Period Ending Date, (b)
the number of Redeemed Shares and (c) the product of the number of Units (other
than Units owned by the Company) outstanding on the Measurement Period Ending
Date multiplied by the GP Shares Amount on such Date.

“Units” means all Class A Units and
other Partnership Units (as defined in the Partnership Agreement) with economic
attributes substantially similar to Class A Units, as determined by the Committee.

ARTICLE II

OUTPERFORMANCE AWARDS

2.1. Awards.

2.1.1.
Award Grant. The Committee may grant Awards from time to time. Each Award shall
entitle the Participant to whom the Award is granted to that number of Common
Shares (if any), calculated as of the Measurement Period Ending Date, equal to
the quotient that results by dividing the Participant’s Award Value (if any) by
the Common Share Price on the Measurement Period Ending Date (with fractional Common
Shares rounded up to the nearest whole number). Payments on account of each
Award will be made in Common Shares (“Award Shares”) and will be made as soon
as reasonably practicable following the Measurement Period Ending Date and the
Award Shares will be subject to vesting as provided in Section 2.2.1 below;
provided that if as of the Measurement Period Ending Date an insufficient
number of Common Shares remains available for issuance under the Plan to
provide for payment in full of Awards, then the amount of Award Shares issued
to each Participant shall be reduced, pro rata based on each Participant’s
entitlement to Award Shares, and no payments will be made on account of the
remaining portion of the Award Value; provided that the Committee may, in its sole
discretion, authorize the issuance of Common Shares in lieu of such pro rata
reduction under another employee benefit plan maintained by the Company that
permits such issuance if such issuance complies with law and rules of the New
York Stock Exchange.

2.1.2.
Dividend Equivalent Payments. At the time that the Company makes a payment on
account of each Award to a Participant, the Company shall also make an
additional payment (a “Dividend Equivalent Payment”) to the Participant in an
amount equal to the product obtained by multiplying the Dividend Value by the
number of Award Shares issuable to the Participant in
payment of the Award. Payments on account of the Dividend Equivalent Payment
will be made in Common Shares, and the number of Common Shares, if any, issued
in satisfaction of such Dividend Equivalent Payment shall equal the quotient
that results from dividing the amount of the Dividend Equivalent Payment by the
Common Share Price on the Measurement Period Ending Date (with fractional
Common Shares rounded up to the nearest whole number). Common Shares issued in
payment of all or a part of the Dividend Equivalent Payment shall not be
subject to vesting or risk of forfeiture. If as of the time the Company is to
make Dividend Equivalent Payments an insufficient number of Common Shares
remains available for issuance under the Plan to provide for payment in full of
the Dividend Equivalent Payments, then the amount of Common Shares issued to
each Participant on account of Dividend Equivalent Payments shall be reduced,
pro rata based on each Participant’s entitlement to Dividend Equivalent
Payments, and no payments will be made on account of the remaining portion of
the Dividend Equivalent Payments; provided that the Committee may, in its sole
discretion, authorize the issuance of Common Shares in lieu of such pro rata
reduction under another employee benefit plan maintained by the Company that
permits such issuance if such issuance complies with law and rules of the New
York Stock Exchange. No Dividend Equivalent Payment will made
if a pro rata reduction of Award Shares has been made under Section 2.1.1.

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2.1.3.
Award Agreements. In addition to the vesting and forfeiture provisions
applicable to all Awards, as provided in this Program, each Award may be subject
to additional events of forfeiture and cancellation as and to the extent
determined by the Committee and provided in the Award Agreement executed to
evidence the Award.

2.1.4.
Cancellation of Awards; Re-Issuance. If and to the extent that an Award is
cancelled, such Award shall be available for re-issuance in whole or in part to
one or more new or existing Participants, in the sole discretion of the
Committee.

2.2. Vesting;
Termination of Employment; Change of Control.

2.2.1.
Vesting. Except as otherwise set forth herein, 20% of a Participant’s Award
shall vest on the Measurement Period Ending Date; 40% of the Award shall vest
on the first anniversary of the Measurement Period Ending Date; and the
remaining 40% of the Award shall vest on the second anniversary of the
Measurement Period Ending Date, provided that the Participant remains in
continuous employment with the Company or a Subsidiary through each applicable
vesting date.

2.2.2.
Termination of Employment. If, prior to the applicable vesting date specified
in Section 2.2.1, a Participant’s employment with the Company or a Subsidiary
terminates for any reason other than the Participant’s death or Disability,
then the unvested portion of the Participant’s Award shall be immediately
cancelled and no Award Shares shall be distributed in respect thereof and any
unvested Award Shares previously issued shall be forfeited and cancelled;
provided, however, that in the case of the Company’s President and Chief
Executive Officer, if his employment terminates due to (a) a termination
without Cause (as defined in his Employment Agreement) by the Company or a
Subsidiary or (b) his Resignation for Good Reason (as defined in his Employment
Agreement), then he shall be treated for all purposes of this Program as if he
had remained employed by the Company through each applicable vesting date.

2.2.3.
Death; Disability. Notwithstanding any other provision herein but subject to
the terms and conditions of the applicable Award Agreement, upon the date of a
Participant’s termination of employment with the Company due to the
Participant’s death or Disability, the Participant’s Award shall immediately
vest in full and the Participant or his or her legal representatives shall be
entitled to be paid on account of the Award on the same terms and conditions
set forth in this Program and the Plan as if the Participant’s employment with
the Company had not terminated.

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2.2.4.
Change of Control. Notwithstanding any other provision herein but subject to
the terms and conditions of the applicable Award Agreement, on the date of a
Change of Control (a) each Award shall immediately vest in full and (b) as soon
as reasonably practicable following the Measurement Period Ending Date, each
Participant will receive payment on account of his or her Award and Award
Shares so issued shall be fully vested.

2.2.5.
Interim Vesting Date. Notwithstanding any other provision herein but subject to
the terms and conditions of the applicable Award Agreement, in the event of an
Interim Vesting Date, then each Participant shall be entitled to receive that
number of Common Shares equal to the quotient that results by dividing (a) the
product obtained by multiplying the Participant’s Award Percentage by
$27,500,000 by (b) the Common Share Price on the Interim Vesting Date (with
fractional Common Shares rounded up to the nearest whole number); and from and
after the Interim Vesting Date, the reference in the definition of Outperformance Amount I to “$13,750,000” shall be changed
to “$6,875, 000” and the reference in the definition of Outperformance
Amount II to “$41,250,000” shall be changed to “$20,625, 000”; provided,
however, that the Common Shares to which each Participant shall become entitled
on an Interim Vesting Date shall not be issued to the Participant until the
arrival of the Measurement Period Ending Date and the issuance of such Common
Shares on the Measurement Period Ending Date shall be subject to the same
vesting schedule and risk of forfeiture applicable to Common Shares provided
for in Section 2.2.

2.3. Payments
by Participants. No amount shall be payable to the Company by any
Participant in respect of an Award.

2.4. Dividends.
On and after the Measurement Period Ending Date, if the Company pays a cash
dividend or distribution on Common Shares, the Company shall pay the same cash
dividend or distribution on each issued and outstanding Award Share whether or
not such Award Share has then vested (which dividend or distribution shall be
non-refundable, notwithstanding any subsequent cancellation, if any, of Award
Shares in respect of which such dividend or distribution was paid). Upon
cancellation of any Award Shares, future payment of dividends or distributions
with respect to such cancelled Award Shares will cease immediately.

2.5. Deferral.
On a date determined by a Participant, which date will be at least one year
prior to the applicable vesting date for Award Shares, the Participant may
irrevocably elect to defer payment on account of any or all of such
Participant’s Award Shares and any Dividend Equivalent Payments pursuant to the
terms of a deferred compensation plan of the Company in effect from time to
time (the “Deferred Compensation Plan”). Following deferral pursuant to this
Section 2.5, the Award Shares and Common Shares issued in payment of Dividend
Equivalent Payments subject to the deferral election shall be governed by the
terms of the Deferred Compensation Plan (and amounts deferred into the Deferred
Compensation Plan shall be in Common Share rather than in Common Share
equivalents). The Company may eliminate this Section 2.5 or modify, amend or
terminate a Participant’s deferral election pursuant to the Deferred
Compensation Plan at any time, in its sole discretion, and in any event a
Participant’s entitlement to make a deferral election under this Section 2.5
shall be conditioned on inclusion in the Deferred Compensation Plan of
provisions for the holding of Common Shares thereunder
and agreement by the Participant not to transfer the Common Shares into another
investment alternative thereunder and such additional
conditions as the Committee may determine.

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ARTICLE III

MISCELLANEOUS

3.1. Shareholder
Rights. Prior to issuance of Award Shares, a Participant shall not have any
rights as a shareholder (including, without limitation, voting rights) with
respect to Award Shares.

3.2. Restrictions
on Transfer. Prior to the applicable vesting date specified in Section
2.2.1, no Participant shall assign, transfer, or otherwise encumber or dispose
of any Award or Award Shares except as provided by will or the laws of descent
and distribution; provided that this restriction on transfer shall not apply to
Award Shares on or after a Change of Control.

3.3. No
Right to Continued Employment. Neither the Plan, this
Program nor any Award Agreement shall be construed as giving a
Participant the right to be retained in the employ or service of the Company or
a Subsidiary, nor shall they interfere in any way with the right of the Company
or a Subsidiary to modify the terms of, or terminate, a Participant’s
employment.

3.4. Adjustments.
Proportionate and equitable adjustment shall be made under this Program to
reflect any split or combination of Common Shares or a
reorganization or other change in entity structure affecting the common
Shares.

3.5. Amendments.
The Committee may amend this Program or any Award Agreement at any time;
provided, however, that any amendment or modification not otherwise
contemplated by or provided for in the Plan or this Program which adversely
affects a Participant shall require the written consent of such Participant.

3.6. Incorporation
of Plan. The provisions of the Plan are hereby incorporated by reference as
if set forth herein.

3.7. Restrictive
Legends. The share certificates evidencing the Award Shares shall contain
any restrictive or other legends that the Committee determines are necessary or
appropriate.

3.8. Withholding
Taxes. Each Participant shall be required to remit any taxes the Company
determines are due and payable with respect to an Award. A Participant may
either pay the taxes due to the Company or request that Award Shares be
withheld in an amount sufficient to cover the obligation based on the then Fair
Market Value of such Award Shares. The Company may withhold the Award Shares
(or require its transfer agent to withhold issuance of the share certificate
for the Award Shares) until taxes have been satisfied. In no event may a
Participant request or require the Company to make tax withholdings in excess
of the statutory minimums (federal, state and local, including payroll taxes),
and in no event may the Company make tax withholdings in excess of the
statutory minimums (federal, state and local, including payroll taxes).

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3.9.
Governing Law. This Program and each Award Agreement shall be governed
by the laws of the State of Maryland.

3.10. Notices.
Notices required or permitted to be made under this Program or any Award
Agreement shall be sufficiently made if (a) sent by (i)
registered or certified mail, (ii) a nationally recognized courier service or
(iii) facsimile, and (b) addressed (x) to the Participant at his or her address
as set forth in the books and records of the Company or (y) to the Company or
the Committee at the principal office of the Company. Each Participant is
required to notify the Company promptly of any change of his or her address.

3.11. Binding
on Successors. The terms and provisions of this Program, the Plan and any
Award Agreement will be binding on any successor in interest to each
Participant, whether such successor attains such status through inheritance,
the laws of descent and distribution or otherwise.